Service Agreement and Payment Terms

Draft, under attorney review. This is the agreement Keeplight intends to use. An attorney is still reviewing it, and it may change before the first paid order. Questions go to bryce@keeplight.ai.

Part 1. Service Agreement

Parties. [Keeplight LLC], a California limited liability company doing business as Keeplight ("Keeplight"), and the client named in the order or at checkout ("Client"). Keeplight's contact for this agreement and for notices is bryce@keeplight.ai. Its exact legal name, state and mailing address will be added here once it is formed. The same company owns the Stripe account and the bank account that receive the Client's payments.

Version. The date it is published at keeplight.ai/terms, shown at the top of this page. Effective when the Client accepts it: by checking the required box at checkout in the portal, or by signing an order form there (section 1.2).

1. What this agreement covers

1.1 Keeplight helps small marketing teams and agencies set up AI tools, build automations, and keep them running. This agreement sets the terms for all of that work.

1.2 Each thing the Client buys is an order: an Audit, a Brand Brain Setup, an added automation, or a Care or Build plan. Every order is made by checking the required box at checkout in the Keeplight portal. A Brand Brain Setup, an added automation and any order at a custom price also need a one-page order form signed in the portal. Each order includes this agreement and the matching terms in Part 3.

1.3 If documents conflict: (a) the data terms in section 8, and any data processing addendum the parties sign at the Client's request, control on personal information; (b) a signed order form controls on scope, price and schedule for that order only; (c) otherwise this agreement controls. Purchase order terms from the Client do not apply.

2. Definitions

2.1 Client Accounts: software accounts the Client owns and pays for, such as its AI workspace (Claude or ChatGPT), automation platform (Make, Zapier or n8n), monitoring service, chat, email, CRM and ad accounts, and the API keys in them.

2.2 Deliverables: what Keeplight makes specifically for the Client under an order, such as the audit report, configured automations, brand voice guides and AI projects, shared team skills, usage policy, runbooks, and recorded training and handoff sessions.

2.3 Keeplight Materials: Keeplight's methods, checklists, scoring models, prompts, skills, templates, code, monitoring patterns, report formats and know-how, made before or during this agreement, that are not specific to the Client.

2.4 Customer-Facing Output: anything an AI tool or automation produces that reaches the Client's customers, clients or the public.

2.5 Business day: Monday to Friday, Pacific time, excluding US federal holidays.

2.6 Portal: the Keeplight client portal at app.keeplight.ai.

3. How work starts and changes

3.1 Work on an order starts only after the Client has accepted it and paid any amount the order says is due first.

3.2 Changes to scope, price or schedule need a written change agreed by both parties. An email from each party's named contact counts. An in-portal reply from a Client lead also counts.

3.3 New work is anything not in an order: new automations, new brands, after-hours coverage, and fixes needed because the Client or a vendor changed something outside what a plan covers. Keeplight will say a request is new work, and quote it, before doing it.

4. What the Client provides

4.1 A named owner who will run the system after handoff, and timely access to the people, information and approvals each order lists. Delays from missing inputs move the schedule by the same amount of time.

4.2 Client Accounts created by a Client administrator, with Keeplight invited as a member. The Client pays for them and keeps owner and billing rights.

4.3 Secrets (passwords, API keys, tokens, monitoring links) entered by the Client directly into each platform. Keeplight will not ask for passwords and will not store them.

4.4 A list of any limits on AI or data use in the Client's own client contracts, ad-platform terms and policies. Keeplight will flag clauses it notices, but that is not legal advice; the Client decides what its contracts allow (section 7.5).

4.5 Notices to its own staff, and any consent the law requires, before they use Keeplight Lantern or take part in the audit (section 8.6).

5. How Keeplight works

5.1 Keeplight will do the work in a professional and workmanlike way, consistent with the order.

5.2 Keeplight works and answers on business days. Monitors and alerts run every day, and alerts also reach the Client's own recipients. Weekends and holidays are excluded from every response time.

5.3 Keeplight does not promise that any automation, vendor or platform will run without interruption.

5.4 Keeplight uses only the access each phase needs and reduces it when the phase ends. The Client may remove Keeplight's access at any time; response times stop applying to systems Keeplight can no longer reach.

5.5 Absence and backup. Keeplight will give 5 business days' notice of a planned absence longer than 2 business days. If Keeplight is away for 2 or more business days, planned or not, a named, vetted backup operator may handle fixes, bound by confidentiality and data terms at least as protective as this agreement. Keeplight tells the Client who the backup is; the Client does not need to approve each use. Every automation has a pause switch the Client can use.

5.6 Keeplight is an independent contractor and may use the service providers listed in section 8.3. Keeplight stays responsible for their work under this agreement.

6. Confidentiality

6.1 Confidential Information is non-public information one party shares with the other that is marked confidential or that a reasonable person would understand to be confidential, including client lists, data, pricing, strategy and the contents of Client Accounts.

6.2 It does not include information that is public through no fault of the receiver, already known to the receiver without a duty of confidence, lawfully received from someone else, or independently developed.

6.3 The receiver uses it only for this agreement, protects it with at least reasonable care, and shares it only with people and providers who need it and are bound by similar duties. It may disclose it if the law requires, after notice where allowed.

6.4 These duties last 3 years after the agreement ends, and for trade secrets and personal information for as long as they stay protected.

7. AI tools and output

7.1 Drafts, not decisions. AI tools can be wrong, incomplete or off-voice. Keeplight builds automations so that AI output is a draft a person reviews.

7.2 The Client approves Customer-Facing Output. Every automation that produces Customer-Facing Output includes an approval step where a Client person approves before it goes out. The Client may remove an approval step only by written instruction after go-live checks pass, and then accepts the risk of unreviewed output from that automation.

7.3 Keeplight's own AI use. Keeplight uses Claude, made by Anthropic, inside its own service: the optional AI audit chat in the trial portal, pre-call notes, a first read of Lantern recordings, build suggestions for recorded workflows, draft monthly reports, and tidying feedback posts. Each use is described in the privacy notices. Keeplight reviews AI output before it counts toward any Deliverable.

7.4 No sensitive data without written approval. Neither party will route sensitive personal information (health, financial account, government ID, precise location, children's data, or data a Client contract restricts) into an AI tool without the Client's prior written approval naming the data and the tool.

7.5 The Client's own limits. The Client decides whether its client contracts, ad-platform terms (for example Meta and Google data terms) and policies allow each data use an order describes. Keeplight will stop a data flow the Client says is not allowed.

7.6 Model training. Client data is never used to train AI models, by Keeplight or by the AI providers Keeplight uses for its own service. For AI accounts the Client owns, the Client's agreement with that vendor controls.

7.7 Disclosures to the Client's audience. If the law requires the Client to tell its own customers that they are dealing with a bot or AI (for example California Business and Professions Code 17941), that disclosure is the Client's. Keeplight will point out where it thinks one may be needed.

8. Data handling and retention

8.1 Roles. For personal information about the Client's staff and customers that Keeplight receives to do the work, the Client is the business and Keeplight is its service provider under the California Consumer Privacy Act as amended by the CPRA. Keeplight applies these terms whether or not the Client meets the law's thresholds. These section 8 terms are the whole data agreement. If the Client asks for a separate data processing addendum, the parties will agree one, starting from Keeplight's standard form.

8.2 Service provider promises. Keeplight will: use Client personal information only to perform the orders; not sell or share it; not combine it with other personal information except as the law allows; give it the protection the CCPA requires; tell the Client within 5 business days if it can no longer meet these duties; let the Client take reasonable steps to stop unauthorized use; and bind everyone who handles it to confidentiality.

8.3 Service providers Keeplight uses. Google (Firebase and Google Cloud for the portal, sign-in, database, file storage and scheduled jobs; Google Workspace for email and documents), Stripe (payments), Resend (portal emails), Anthropic (the AI uses in 7.3, with names, emails and screenshots left out as each privacy notice describes), Cal.com (booking calls), GitHub (a private tracker for approved feedback text, with a client code instead of the company name), and n8n, which Keeplight hosts itself for its own jobs (lead emails, research and the Lantern first read), not for Client automations. Keeplight keeps the current list public on its website. Keeplight will give 15 days' notice by email before a new provider handles Client personal information. The Client may object on reasonable data-protection grounds; if the parties can't resolve it, the Client may end the affected service and receive a pro-rated refund of fees paid for the part not yet delivered. Tools in Client Accounts are the Client's own vendors, not Keeplight's providers, including the n8n that runs the Client's automations, on the Client's own server or on n8n Cloud.

8.4 Security. HTTPS everywhere; passwordless portal sign-in (email link or Google); access to each client's data enforced by server-side security rules; no Client passwords stored; two-factor authentication on every Keeplight admin account that can reach Client data.

8.5 Retention. Keeplight deletes Client data on the schedule below, carried out by a nightly job plus a monthly reminder for files outside the portal. The Client may ask for earlier deletion at any time.

8.6 Lantern and the Client's staff. Lantern is a browser extension staff can use to record their own workflows for the audit. Each person chooses when to record and what to send, and nothing leaves their computer until they press Send. Recordings sent to Keeplight are visible to that person, Keeplight and the Client's portal leads. The Client may require its staff to use Lantern for the audit. Whether or not it does, before staff use Lantern the Client will tell them what it records (including voice if they turn on narration), who sees it, how long it is kept, and whether its use is required, and will get any consent the law requires. Staff should not narrate over calls or other people's voices, or record screens showing personal information the task doesn't need.

8.7 Security incidents. Keeplight will notify the Client within 72 hours of confirming unauthorized access to Client personal information, say what is known, contain and fix it, and help the Client meet its own notice duties.

8.8 End of engagement. For 30 days after the engagement ends the Client may ask for a copy of Client personal information Keeplight holds outside Client Accounts, in a common format. When those 30 days end, Keeplight deletes it (sooner if the Client asks) and confirms in writing on request. Copies in backups roll off within 35 days after that. Records Keeplight must keep for tax or legal reasons, such as invoices, are kept only as long as required.

8.9 Requests from people. If a Client staff member or customer asks Keeplight to see, correct or delete information Keeplight holds for the Client, Keeplight will forward the request to the Client within 5 business days, help the Client answer it, and act on the Client's instructions. Requests about information Keeplight holds for its own purposes (for example a lead's booking details) follow the response times in Keeplight's published privacy notices: confirmation within 10 business days and an answer within 45 days.

9. Ownership

9.1 The Client owns its accounts. Client Accounts, the Client's data, and the keys and credentials in them belong to the Client.

9.2 The Client owns the Deliverables. When an order is paid in full, Keeplight assigns to the Client its rights in that order's Deliverables, except the Keeplight Materials inside them. Automations Keeplight builds live in Client Accounts from the start.

9.3 Keeplight keeps the Keeplight Materials, including improvements, and may reuse them for other clients without reusing the Client's Confidential Information or personal information.

9.4 License to the Client. Keeplight grants the Client a non-exclusive, perpetual, royalty-free license to use, copy and modify the Keeplight Materials included in the Deliverables for its own internal business, including after this agreement ends, so the automations keep working if the parties part ways. The Client's staff and contractors may use them for that purpose. The Client may not resell or publish Keeplight Materials on their own. The license transfers only with a sale of the Client's business.

9.5 Vendors' software and AI models stay under their own terms.

9.6 Name and case studies. Keeplight may list the Client's name and logo as a client; the Client may opt out at any time by email. Any case study, testimonial, quote or named result needs the Client's written approval of the final text. Founding-client price: for its first 3 to 5 clients Keeplight may offer a founding-client price, stated in the order. A Client that accepts it agrees to provide a case study and testimonial within 60 days of the audit report, subject to its approval of the wording.

9.7 Feedback. Keeplight may use suggestions the Client sends about Keeplight's own service, including through the portal's feedback board, without owing anything for them.

10. Warranties and disclaimer

10.1 Each party has authority to enter this agreement.

10.2 Keeplight warrants that a Brand Brain Setup or added automation will substantially match its written spec when accepted. The Client's remedy is the fix period in the order and, if Keeplight can't fix it, a refund of the fees for the part that does not conform.

10.3 The Client warrants that it has the rights, notices and consents needed to give Keeplight the data and access the orders describe, including notices to its staff (8.6).

10.4 Otherwise the services are provided as is. Neither party gives any other warranty, including merchantability, fitness for a particular purpose, or that automations or AI output will be error-free, uninterrupted, or produce any particular result. Hours saved, money saved and uptime shown in reports or the portal are estimates, and the portal shows the inputs behind them.

11. Limits on liability

11.1 Cap. Each party's total liability under this agreement is limited to the fees the Client paid Keeplight in the 12 months before the event that caused the claim.

11.2 No indirect damages. Neither party is liable for lost profits, lost revenue, lost data (except the cost of restoring it), or indirect, incidental, special or consequential damages.

11.3 Exceptions. 11.1 and 11.2 don't apply to unpaid fees, indemnity duties, gross negligence, fraud or willful misconduct. Liability for breach of confidentiality or the data terms is not limited by 11.1 but is capped at 2 times the 11.1 amount.

11.4 Approved output. Keeplight is not liable for Customer-Facing Output after a Client person approved it, or from an automation whose approval step the Client removed under 7.2.

11.5 Indemnities. (a) Keeplight defends the Client against third-party claims that a Deliverable, excluding Client content and third-party tools, infringes intellectual property. (b) The Client defends Keeplight against third-party claims arising from the Client's data, content, approved Customer-Facing Output, or breach of 7.4, 7.5 or 10.3.

12. Term and termination

12.1 This agreement lasts until every order has ended, plus 30 days.

12.2 Each order ends as Part 3 says. Care and Build have a 3-month minimum and then renew monthly until cancelled (C6, C7).

12.3 Either party may end an order or this agreement by notice if the other materially breaches it and doesn't cure within 15 days of notice (7 days for non-payment). Either may end it at once if the other becomes insolvent or stops doing business.

12.4 At the end: (a) the Client pays for work done and fees owed through the end date; a Care or Build plan cancelled during its minimum term runs to the end of month 3 as C7 says, with no lump-sum charge; (b) Keeplight hands over anything it holds that belongs to the Client, removes its own access, and confirms in writing; (c) Keeplight deletes Client data as section 8 says; (d) automations keep running in Client Accounts, but nobody at Keeplight watches them without a plan. Sections 6, 8, 9, 10.4, 11, 12.4, 13 and 14, and amounts owed, survive.

13. Non-solicitation

13.1 For the term and 12 months after, neither party will solicit for employment the other's people who worked on the services, except through general job postings that are not aimed at them.

14. General

14.1 Notices. Formal notices, including notices of breach and termination, go by email to each party's named contact (Keeplight: bryce@keeplight.ai; the Client: the lead named in the order or the portal). A notice is effective when received. A copy goes by mail to the party's mailing address only if the email bounces.

14.2 Electronic records. The parties agree to do business electronically. Orders, acceptances, notices and signatures may be made electronically, including by checking a box at checkout or signing an order form in the portal, and have the same effect as a handwritten signature. Keeplight keeps a record of each acceptance (who, when, which version) and gives the Client a copy on request.

14.3 Assignment. Neither party may assign this agreement without consent, except to a successor in a merger or sale of substantially all its business, with notice.

14.4 Force majeure. Neither party is liable for delays from events beyond its reasonable control, including vendor outages and platform changes, except for payment.

14.5 Changes to these terms. Keeplight may publish a new version at keeplight.ai/terms for future orders. A new version applies to an existing order only if the Client agrees, except that Keeplight may change Care or Build terms, including price, with at least 30 days' notice by email, and the Client may cancel before the change takes effect without the minimum term applying.

14.6 Whole agreement. This agreement, Part 2, the order terms in Part 3 and any signed order form are the whole agreement and replace earlier proposals. A term that can't be enforced is limited as little as needed. Not enforcing a term is not a waiver.

14.7 Law and disputes. California law governs. The parties will first try to resolve a dispute through 30 days of good-faith talks after one gives the other notice of it, then by mediation in Orange County, California. If mediation doesn't resolve it, the state and federal courts in Orange County, California have exclusive jurisdiction. Either party may bring a claim that qualifies in small claims court instead.

Part 2. Payment Terms

P1. Prices

Prices are in US dollars. The list prices below apply unless the signed order sets a custom price for that Client, and checkout charges the price in the signed order. Today's list prices:

keeplight.ai shows these as "from" prices. The price in the signed order, or shown at checkout, is the price for that Client.

Prices exclude the Client's own tool subscriptions (AI workspace, automation platform, monitoring and the like), which the Client pays directly to each vendor. Prices exclude any applicable sales or similar tax.

P2. How to pay

P2.1 Through the Billing page of the portal, by US bank account (ACH Direct Debit) or card, processed by Stripe. Keeplight never sees or stores card or bank account numbers. Stripe shows its own authorization for a bank debit at checkout.

P2.2 Bank discount. List prices are the card prices. Paying by bank costs 3% less, and the lower amount is shown before the Client pays. This is a discount for paying by bank, not a fee for paying by card.

P2.3 Bank payments take up to four business days to clear. Work that waits on a payment starts when Stripe confirms it.

P2.4 Keeplight may accept another method it agrees to in writing, and records it in the portal as paid outside Stripe.

P3. When payment is due

P3.1 Audit: in full, on acceptance, before kickoff.

P3.2 Brand Brain Setup and added automation deposit: on acceptance of the order, before the work starts. Final payment: due 7 days after Keeplight requests it after acceptance (Part 3, B5). The portal shows it, with its due date, from the day it is requested.

P3.3 Care and Build: charged automatically each month in advance to the card or bank account used at checkout, starting on the day the plan starts. Invoices sent outside Stripe's automatic charge are due within 7 days.

P3.4 Late payment. If a payment fails or an invoice is unpaid when due, Keeplight sends a reminder. If it is still unpaid 14 days after it was due, Keeplight may pause work and monitoring until it is paid, and resumes when payment clears. A pause doesn't extend or shorten a minimum term. There is no late fee.

P3.5 Billing disputes. The Client raises a good-faith problem with a charge in writing within 10 days of the charge and pays any undisputed part on time. The Client will raise it with Keeplight before filing a chargeback or bank dispute.

P4. Refunds

P4.1 Fees are non-refundable except as stated here or in Part 3.

P4.2 Audit: refundable in full until kickoff (Part 3, A4).

P4.3 Brand Brain Setup and added automations: Part 3, B6.

P4.4 Care and Build: no refunds for partial months, except the pro-rated refund in 8.3 when the Client ends a service over a new provider.

P4.5 If Keeplight cannot deliver an order for reasons within its control, it refunds the fees paid for the undelivered part.

P4.6 Refunds go back to the original payment method through Stripe.

P5. Receipts and records

Stripe emails a receipt for every payment, and the portal's Billing page shows payment history with links to Stripe's receipts. Invoices and payment records are kept as long as tax law requires, after the rest of the account is deleted.

Part 3. Order terms

A. AI Workflow Audit

A1. What it is. Two weeks of work that ends with a decision: every recurring workflow scored on hours, source and risk, and given one of four calls (automate, approve first, investigate, or leave human); a top-three plan with savings ranges; a review of tools and subscriptions; and one quick win set up live, of about 2 hours of work, chosen by Keeplight from the findings. The inputs are a short staff survey, an owner call of about 45 minutes, about a week of logged time, and Lantern recordings. A review call follows delivery.

A2. What the Client provides. A named owner and the team list within 3 business days of the intake; Lantern recordings, survey answers and a week of time logs within 10 business days of the intake; a list of current AI and automation subscriptions; and notice to staff (section 8.6).

A3. Schedule. The portal tracks nine steps: kickoff, invite the team, install Lantern, owner call, record workflows and answer the survey, scoring and triage, report delivered, review call, choose what to build. The two weeks start when the intake inputs arrive. If inputs are still incomplete 20 business days after the intake, Keeplight may deliver on what it has, noting the gaps, or agree a new date with the Client.

A4. Fee and refund. Paid in full before kickoff (P3.1). Kickoff is the day the intake inputs arrive. The fee is refundable in full until then, and non-refundable after.

A5. Credit toward Brand Brain Setup. The Audit fee actually paid is credited toward Brand Brain Setup if the Client accepts a Brand Brain Setup order within 30 days after the audit report is delivered. The credit comes off the Brand Brain Setup deposit, has no cash value, and expires after those 30 days.

A6. Done. The Audit is complete when the report is delivered. The review call is a service, not an acceptance step. Scores and savings are judgment-based estimates from a short sample, not guarantees.

A7. Data. Survey answers, time logs, call notes and Lantern recordings are handled under section 8. Recordings sent to Keeplight are deleted 90 days after the report is delivered.

B. Brand Brain Setup (and added automations)

B1. What it is. Built for small agencies. Four to six weeks. For each of up to 3 brands: a voice guide and a tested AI project, built from the brand's facts and audience and from approved and rejected examples, and tested on 5 real briefs. Plus 3 shared team skills; a one-page AI usage policy from Keeplight's template (not legal advice, for the Client's own attorney to review); the Client's first automation from the audit, built with an approval step and monitored; a runbook; and a recorded hands-on handoff test. Each brand after the third is $750 (P1).

B2. Added automations are quoted per automation with a short spec, from $2,500 each, and use these same terms: half at the start, half after the handoff test, paid through a custom-amount checkout in the portal.

B3. What the Client provides. A named owner, a voice owner per brand, a champion and a tester for the handoff test; Client Accounts set up in week 1, including any vendor approvals the automation needs (vendor waits move the schedule); and for each brand, its facts and audience, 5 to 10 approved and 2 to 3 rejected examples, and 5 real briefs.

B4. Fixes. 30 days of fixes after go-live for defects in what Keeplight built. New work is not included; a Care plan covers fixes after that.

B5. Acceptance: the handoff test. When the automation is live and the runbook is done, Keeplight tells the Client the test is ready. In a recorded session the Client's tester, working alone from the runbook, must pause and resume the automation, find a failed run and re-run it, reconnect an account, and change a fact the AI relies on. Passing all four is acceptance, and Keeplight then requests the final payment. If a step fails because of what Keeplight built, Keeplight fixes it and the test is repeated within 5 business days. If the Client doesn't hold the test within 10 business days of the ready notice, or uses the automation in live work for 10 business days without reporting a problem, it is accepted.

B6. Cancellation. Before the work starts, the Client may cancel for a refund of the deposit less $250. After it starts the deposit is non-refundable. If the Client cancels after week 3, the final payment is due pro rata for the weeks completed.

B7. Handoff. At acceptance Keeplight confirms every account, automation and key is in the Client's name and gives an access and ownership register. Keeplight keeps full access for 30 days after go-live, then reduces it to what a Care plan needs, or removes it if there's no plan.

C. Care and Build plans

C1. Care covers up to 5 automations: daily monitoring, including automations that run but produce nothing; fixes for covered automations up to about 3 hours a month; a monthly check for upstream vendor and API changes; a monthly health report; and a quarterly brand voice refresh.

C2. Build includes Care plus about 6 hours a month of improvements and new additions. A full new automation beyond that is quoted as an added automation.

C3. Response. Keeplight acknowledges every alert and request within one business day, with what is wrong and the plan to fix it. Fix times are not guaranteed, because most fixes depend on third-party tools. Faster or after-hours response is new work.

C4. Caps. Unused hours don't roll over. Keeplight tells the Client when a month reaches 80% of a cap. Work past the cap is quoted first, needs the Client's approval, and is billed at $150 an hour, or waits for the next month. A sixth automation on Care needs a plan change.

C5. Starting. A plan starts when the first monthly payment is made at checkout, which is offered once the Brand Brain Setup deposit is paid.

C6. Automatic renewal and minimum term. The plan has a 3-month minimum from its start date. It renews every month at the same price until the Client cancels. Before the first payment the Client sees the renewal terms and agrees to them with a separate renewal consent in the portal. After checkout Keeplight emails a confirmation with the renewal terms and how to cancel, and sends a reminder each year while the plan continues, 30 days before the anniversary of its start.

C7. How to cancel. Online, any time, from Manage billing on the portal's Billing page, without contacting anyone; or by email to bryce@keeplight.ai from the Client's lead. The plan runs to the end of the month already paid, then stops; there is no notice period. If the Client cancels during the 3-month minimum, the cancellation is scheduled for the end of month 3, the plan runs and bills until then, and nothing more is charged. Keeplight confirms by email with the last charge date and the date service ends.

C8. Price changes. At least 30 days' notice by email before a price rise. The Client may cancel before it takes effect, and the minimum term does not apply to that cancellation.

C9. Switching plans. Keeplight changes the plan on request; a switch takes effect at the next billing date and doesn't restart the minimum term.

C10. At the end. Keeplight sends a short handover note, removes its access, and deletes Client data under section 8. Automations keep running in Client Accounts, but nobody at Keeplight watches them.